Draft Letter of Offer shared for open offer of up to 37,83,000 shares (26.00%) at Rs. 20 per share

Draft Letter of Offer shared for a mandatory open offer of up to 37,83,000 equity shares (26.00% of expanded capital) at Rs. 20 per share.

Mon 12 Oct 2026

Open Offer Size

up to 37,83,000 equity shares (26.00% of expanded capital)

Offer Price

Rs. 20 per share

Offer Period

opens 20 Nov 2026, closes 4 Dec 2026

Open offer at a glance

• A Draft Letter of Offer has been shared for a mandatory open offer to the shareholders of Tusaldah Limited (formerly High Street Filatex Limited).
• The Acquirers are Mr. Sandeep Agrawal (Acquirer-1) and Mrs. Anupriya Sandeep Agrawal (Acquirer-2).
• They propose to acquire up to 37,83,000 equity shares of face value Rs. 10/- each.
• This equals 26.00% of the Expanded Equity and Voting Share Capital of the Target Company.
• The offer price is Rs. 20/- per share.
• Offer opens on 20 November 2026 and closes on 4 December 2026.

Why an open offer

The offer is being made under Regulations 3(1) and 3(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, for substantial acquisition of shares and voting rights. It follows a proposed preferential issue that would change the share capital of the Target Company.

What sits behind the offer

• The Board of the Target Company, at its meeting on 25 September 2026, approved a preferential issue of 58,56,570 fully paid-up equity shares of face value Rs. 10/- each, subject to members' approval and other applicable approvals.
• Of this, 29,09,299 equity shares are proposed to be issued and allotted to the Acquirers (24,325 to Acquirer-1 and 28,84,974 to Acquirer-2) as consideration for the acquisition by the Target Company, from the Acquirers, of an aggregate of 5,98,000 equity shares of Tusaldah Ventures Private Limited, the Selling Company.
• 29,47,271 equity shares are proposed to be issued to public category investors.
• The issue price is Rs. 20/- per equity share.
• Alongside, 40,00,000 warrants convertible into equity shares are proposed to the Acquirers (29,00,000 to Acquirer-1 and 11,00,000 to Acquirer-2) and 23,50,000 warrants convertible into equity shares to public category investors, at Rs. 20/- per convertible warrant.
• Members' consent is being sought through an Extraordinary General Meeting proposed for 27 October 2026.

Share capital as described

• Existing paid-up share capital: Rs. 2,34,34,300, divided into 23,43,430 equity shares of Rs. 10/- each.
• Emerging share capital, after the proposed preferential allotment of 58,56,570 equity shares: 82,00,000 fully paid-up equity shares.
• Expanded share capital, also including 63,50,000 warrants convertible into equity shares: 1,45,50,000 fully paid-up equity shares.

Terms shareholders may want to note

• The offer is not conditional upon any minimum level of acceptance by shareholders.
• It is not a competing offer, and there has been no competing offer or revision of the offer price as on the date of the Draft Letter of Offer.
• The minimum number of equity shares that may be tendered is one equity share.
• In case of oversubscription, acceptance would be determined on a proportionate basis, so there is no certainty that all shares tendered will be accepted.
• Shares tendered will be held in trust by the Clearing Corporation and/or the Registrar to the Offer until the offer formalities are completed; during that period they cannot be traded or withdrawn.
• Locked-in and non-locked-in shares are not treated differently for the offer; the residual lock-in period continues to apply in the hands of the Acquirers.
• Public shareholders should note that shares they have pledged in any manner cannot be tendered in this offer.
• NRI and OCB shareholders must obtain and submit the approvals required to tender, including approval from the RBI where applicable, failing which the Acquirers reserve the right to reject such shares.
• If completion is delayed due to non-receipt of statutory approvals, the Acquirers shall pay interest to shareholders whose shares have been accepted at the rate of ten per cent per annum, in the manner specified, with SEBI able to grant an extension and, in the circumstances set out in the document, a waiver from payment of interest.
• Withdrawal of the open offer is possible only in the circumstances specified under Regulation 23(1).
• As on the date of the Draft Letter of Offer, no statutory approvals are required in relation to the Offer except as detailed in the document.
• The identified date for determining the shareholders to whom the Letter of Offer is sent is 5 November 2026; all owners of equity shares, except the Acquirers / Promoters of the Target Company and the Selling Company, are eligible to participate any time before the closure of the offer.

Dates to track

• Last date for a competing offer: 27 October 2026
• Receipt of SEBI comments on the draft letter of offer: 3 November 2026
• Identified date: 5 November 2026
• Dispatch of the letter of offer to shareholders: 13 November 2026
• Last date for revising the offer price: 18 November 2026
• Comments from the Committee of Independent Directors of the Target Company: 18 November 2026
• Offer opens: 20 November 2026
• Offer closes: 4 December 2026
• Post offer advertisement: 11 December 2026
• Payment of consideration for the acquired shares: 18 December 2026
• Final report from Merchant Banker: 28 December 2026

Who is running the offer

Navigant Corporate Advisors Limited is the Manager to the Offer and Beetal Financial & Computer Services Private Limited is the Registrar to the Offer.

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